Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 119 contracts
Samples: Credit Agreement (Midamerican Energy Co), Credit Agreement (AEP Texas Inc.), Credit Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 38 contracts
Samples: Credit Agreement (Southwest Gas Corp), Assignment and Assumption (Mitel Networks Corp), Credit Agreement (Us Ecology, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 27 contracts
Samples: Credit Agreement (Ooma Inc), Credit Agreement (Lumos Networks Corp.), Credit Agreement (Medidata Solutions, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Borrower acknowledges and agrees that, absent a Change in Law, the Borrower is not required to withhold or deduct from any such payments to the Initial Lender on account of any U.S. federal withholding taxes or Taxes imposed pursuant to FATCA.
Appears in 26 contracts
Samples: Loan and Guarantee Agreement, Loan and Guarantee Agreement, Loan and Guarantee Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 25 contracts
Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc), Credit Agreement (Patrick Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Official Body in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 4.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 23 contracts
Samples: Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.), Loan Financing and Servicing Agreement (Golub Capital BDC 3, Inc.), Loan Financing and Servicing Agreement (MSD Investment Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Borrower acknowledges and agrees that, absent a Change in Law, Borrower is not required to withhold or deduct from any such payments to the Initial Lender on account of any U.S. federal withholding taxes or Taxes imposed pursuant to FATCA.
Appears in 22 contracts
Samples: Restatement Agreement (American Airlines, Inc.), Loan and Guarantee Agreement (Frontier Group Holdings, Inc.), Loan and Guarantee Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 4.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 14 contracts
Samples: Revolving Credit and Security Agreement (Golub Capital BDC 4, Inc.), Revolving Credit and Security Agreement (Golub Capital BDC 3, Inc.), Revolving Credit and Security Agreement (Golub Capital Direct Lending Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the each Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 14 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Company, then the applicable Withholding Agent Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding in respect of Indemnified Taxes been made.
Appears in 13 contracts
Samples: Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit LLC), Loan and Security Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Company, then the applicable Withholding Agent Company shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 13 contracts
Samples: Loan and Security Agreement (Blackstone / GSO Secured Lending Fund), Loan Agreement (WhiteHorse Finance, Inc.), Loan Agreement (WhiteHorse Finance, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or the Servicer under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the Servicer, as applicable, shall be increased as necessary (such increase, the “Additional Amount”) so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 12 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 11 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (PRA Health Sciences, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 11.3) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 9 contracts
Samples: Credit Agreement (Owl Rock Technology Finance Corp.), Credit Agreement (Blue Owl Technology Finance Corp. II), Credit Agreement (Blue Owl Technology Finance Corp. II)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers under any Credit Document shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 9 contracts
Samples: Term Loan C Agreement (Brandywine Operating Partnership, L.P.), Term Loan a Agreement (Brandywine Operating Partnership, L.P.), Agreement (Brandywine Operating Partnership, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.13 Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Section 2.13 Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax Section 2.13 Taxes is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Mezzanine a Loan Agreement (NorthStar Healthcare Income, Inc.), Loan Agreement (Northstar Realty Finance Corp.), Mezzanine B Loan Agreement (NorthStar Healthcare Income, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 4.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Revolving Credit Agreement (New PubCo Renewable Power Inc.), Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.), Revolving Credit Agreement (MN8 Energy, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.7(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 8 contracts
Samples: Loan Agreement (Colony Starwood Homes), Loan Agreement (Colony Starwood Homes), Loan Agreement (Starwood Waypoint Residential Trust)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Credit Parties under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Credit Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), Credit Agreement (Synaptics Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Credit Agreement (StoneX Group Inc.), Credit Agreement (Umh Properties, Inc.), Credit Agreement (Intl Fcstone Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower and any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the any Borrower or any Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment to a Recipient by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Energy Transfer LP), Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Sunoco Logistics Partners L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.2) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.6) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Loan and Security Agreement (Evolv Technologies Holdings, Inc.), Loan and Security Agreement (Achieve Life Sciences, Inc.), Loan and Security Agreement (Savara Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Old Dominion Freight Line Inc/Va), Credit Agreement (Old Dominion Freight Line, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding the Borrower, Servicer, Administrative Agent or Group Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Borrower, Servicer, Administrative Agent or Group Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Receivables Financing Agreement (TGPX Holdings I LLC), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company or any Guarantor Subsidiary under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Company or Guarantor Subsidiary shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc), Credit Agreement (Sanderson Farms Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Loan and Security Agreement (Imperial Holdings, Inc.), Assignment and Assumption Agreement (Imperial Holdings, Inc.), Loan and Security Agreement (Emergent Capital, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.8) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Loan and Security Agreement (Sunlight Financial Holdings Inc.), Loan and Security Agreement (Sunlight Financial Holdings Inc.), Loan and Security Agreement (Serve Robotics Inc. /DE/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.10 Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Section 2.10 Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax Section 2.10 Taxes is an Indemnified Tax, then the sum payable by the Borrower to Lender shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan Agreement (American Finance Trust, Inc), Loan Agreement (American Realty Capital New York City REIT, Inc.), Loan Agreement (American Realty Capital New York City REIT, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes (other than Excluded Taxes), except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.7) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Netlist Inc), Loan and Security Agreement (Spartan Acquisition Corp. II), Loan and Security Agreement (Direct Digital Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Sl Green Operating Partnership, L.P.), Credit Agreement (Sl Green Operating Partnership, L.P.), Term Loan Agreement (Jacobs Engineering Group Inc /De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.8) the applicable Recipient Agent receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Inmune Bio, Inc.), Loan and Security Agreement (Ziopharm Oncology Inc), Loan and Security Agreement (AVROBIO, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement and any Loan Document other documents entered into in connection herewith shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Imax Corp), Credit Agreement (Imax Corp), Credit Agreement (Imax Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.8(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan Agreement (American Homes 4 Rent), Loan Agreement (American Homes 4 Rent), Loan Agreement (American Homes 4 Rent)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction deductions or withholding been made.
Appears in 4 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Goldman Sachs BDC, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp), Credit Agreement (Firstenergy Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good good-faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Section 1.6), Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Environmental Impact Acquisition Corp), Loan and Security Agreement (Imunon, Inc.), Loan and Security Agreement (Eyenovia, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If ; provided that if any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent shall be entitled to make such deduction deductions or withholding and withholdings, (ii) the Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, applicable law and (iii) if such Tax is an Indemnified a Covered Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings in respect of Covered Taxes been made.
Appears in 4 contracts
Samples: Secured Revolving Credit Agreement (FS Investment CORP), Secured Revolving Credit Agreement (FS Energy & Power Fund), Senior Secured (FS Investment CORP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the each Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement, Credit Agreement (FirstEnergy Solutions Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or any Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (HighPoint Resources Corp), Credit Agreement (Bill Barrett Corp), Credit Agreement (Bill Barrett Corp)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Enable Midstream Partners, LP), Term Loan Agreement (Enable Midstream Partners, LP), Term Loan Agreement (Enable Midstream Partners, LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document Obligation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentan Obligor, then the applicable Withholding Agent such Obligor shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower such Obligor shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made. For purposes of this Section 5.03, the term “applicable Law” includes FATCA.
Appears in 3 contracts
Samples: Credit Agreement (GeneDx Holdings Corp.), Credit Agreement (Biodesix Inc), Credit Agreement and Guaranty (Biodesix Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Atlas Corp.), Loan Agreement (Aaon, Inc.), Credit Agreement (FMC Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaws. If any Applicable Law Laws (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Laws and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder and under any the other Loan Document Documents shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender or the Agent, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Restructuring Support Agreement (Hospitality Investors Trust, Inc.), Dip Credit Agreement (Hospitality Investors Trust, Inc.), Credit Agreement (Hospitality Investors Trust, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers, as applicable, under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch withholding agent, then the applicable Withholding Agent such withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Section 2.10), each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.), Pledge and Security Agreement (Cannae Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas Investments, LLC), Credit Agreement (Patriot National, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law, including FATCA. If any Applicable Law applicable law, including FATCA, (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.8(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (United States Steel Corp), Receivables Purchase Agreement (Celanese Corp), Receivables Purchase Agreement (Celanese Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall to the extent permitted by applicable Laws be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (QEP Midstream Partners, LP), Credit Agreement, Credit Agreement (Tesoro Logistics Lp)
Payments Free of Taxes. Any and all payments by either Co-Borrower to or on for the account of any obligation of the Borrower Recipient hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Co-Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Carlisle Companies Inc), Credit Agreement (Carlisle Companies Inc), Credit Agreement (Carlisle Companies Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)
Appears in 3 contracts
Samples: Term Loan Agreement Term Loan Agreement (FMC Corp), Credit Agreement (Ohio Power Co), Credit Agreement (Ohio Power Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or the Guarantors under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or any Guarantor (as applicable) shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.7 Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Section 2.7 Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Section 2.7 Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.7(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. For the purposes of this Section 2.7, the term “Loan Documents” shall not include the Interest Rate Cap Agreement, the Assignment of Interest Rate Cap Agreement or any other document with respect thereto, and the term “applicable law” shall include FATCA.
Appears in 2 contracts
Samples: Loan Agreement (BRE Select Hotels Corp), Loan Agreement (Hilton Worldwide Holdings Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of the Borrower or an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower or such withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (RTX Corp), Bridge Credit Agreement (RTX Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sinclair Broadcast Group Inc), Loan and Security Agreement (Sinclair Broadcast Group Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Backed Revolving Credit Agreement (CURO Group Holdings Corp.), Credit Agreement (CURO Group Holdings Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (loanDepot, Inc.), Credit Agreement (loanDepot, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (b)
Appears in 2 contracts
Samples: Credit Agreement (Willis Lease Finance Corp), Credit Agreement (Willis Lease Finance Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document Obligation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentan Obligor, then the applicable Withholding Agent such Obligor shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower such Obligor shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.. For purposes of this Section, the term “applicable Law” includes FATCA. (b)
Appears in 2 contracts
Samples: Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the sole, good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Waystar Holding Corp.), Receivables Financing Agreement (Waystar Holding Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document hereunder shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax or Other Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Kinetik Holdings Inc.), Credit Agreement (Kinetik Holdings Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hill-Rom Holdings, Inc.), Loan and Security Agreement (Hill-Rom Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 2.15), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Hecla Mining Co/De/), Credit Agreement (Hecla Mining Co/De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Abraxas Petroleum Corp), Credit Agreement (Isramco Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrower, as applicable, under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch withholding agent, then the applicable Withholding Agent such withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Section 2.10), each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.7 Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Section 2.7 Tax from any such payment by a Withholding Agentor on account of any obligation of Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Section 2.7 Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.7) the applicable Recipient Lender or Servicer (as applicable) receives an amount equal to the sum it would have received had no such deduction or withholding been made. For the purposes of this Section 2.7, the term “applicable law” shall include FATCA.
Appears in 2 contracts
Samples: Loan Agreement (Park Hotels & Resorts Inc.), Loan Agreement (Park Hotels & Resorts Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, to an Affected Person then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Receivables Financing Agreement (First Data Corp), Receivables Financing Agreement (First Data Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.7 Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Borrower) requires the deduction or withholding of any Section 2.7 Tax from any such payment by a Withholding Agentthe Borrower, then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Section 2.7 Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. For the purposes of this Section 2.7, the term “Loan Document” shall not include the Mezzanine Interest Rate Cap Agreement, the Assignment of Interest Rate Cap Agreement or any other document with respect thereto, and the term “applicable law” shall include FATCA.
Appears in 2 contracts
Samples: Loan Agreement (Strategic Hotels & Resorts, Inc), Loan Agreement (Strategic Hotels & Resorts, Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.8) the applicable Recipient receives each affected Lender or Agent, as applicable, receive an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: 2023 Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.), Contingent Convertible Debt Agreement (Achieve Life Sciences, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the a Borrower under any Loan Document this Agreement or the Notes shall be made made, without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Year Credit Agreement (Eastman Chemical Co), Credit Agreement (Eastman Chemical Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower and the Seller under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the Seller, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (American Railcar Industries, Inc.), Credit Agreement (American Railcar Industries, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any each Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law Taxes shall be required by applicable law to be deducted from or in respect of any sum payable under any Loan Document to the Lender (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower), then the applicable Withholding Agent Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Taxes applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Progenics Pharmaceuticals Inc), Bridge Loan Agreement (Lantheus Holdings, Inc.)
Payments Free of Taxes. Any and all All payments to be made hereunder by or on account of any obligation the Company in respect of the Borrower under any Loan Document Advances and the Administrative Agency Fee shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaw (including FATCA). If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a an applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Franklin BSP Lending Corp), Loan and Security Agreement (Franklin BSP Capital Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (KMG Chemicals Inc), Credit Agreement (KMG Chemicals Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Company or such Guarantor, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Marvell Technology Group LTD), Revolving Credit Agreement (Marvell Technology Group LTD)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.), Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Issuer under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Issuer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Note Purchase Agreement (Mallinckrodt PLC), Note Purchase Agreement (Mallinckrodt PLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Co-Borrowers under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Co-Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)
Appears in 2 contracts
Samples: Credit Agreement (Coca-Cola Consolidated, Inc.), 364 Day Term Loan Agreement (Globe Life Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 10.7) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Dean Foods Co), Receivables Purchase Agreement (Dean Foods Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentXxxxxxxx) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.8) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ibotta, Inc.), Loan and Security Agreement (Ibotta, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding AgentBorrower) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentBorrower, then the applicable Withholding Agent (i) Borrower shall be entitled to make such deduction or withholding and withholding, (ii) Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 1.9) the applicable Recipient Bank receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Beamr Imaging Ltd.), Loan and Security Agreement (Innovid Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document Obligation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentan Obligor, then the applicable Withholding Agent such Obligor shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower such Obligor shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 5.03) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made. For purposes of this Section, the term “applicable Law” includes FATCA.
Appears in 2 contracts
Samples: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Borrower Basic Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)
Appears in 2 contracts
Samples: 154304283v7 Loan Agreement (Lithia Motors Inc), Loan Agreement (Lithia Motors Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding the Borrower or the Administrative Agent, then the applicable Withholding Borrower or the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made without deduction or withholding for any Taxes, Taxes except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires required the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding withhold and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law, and, if such Tax is an Indemnified Tax, then (i) the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding deductions been made.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC), Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable LawLaws. If any Applicable Law Laws (as determined in the good faith discretion of an applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, and if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Nuveen Churchill Private Capital Income Fund), Credit Agreement (Nuveen Churchill Private Capital Income Fund)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aerocentury Corp), Loan and Security Agreement (Aerocentury Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made. In addition, each Affected Person shall promptly notify the Seller and the Servicer upon becoming aware of any circumstances as a result of which the Seller is or would be required to make any deduction or withholding from any sum payable hereunder.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (TransDigm Group INC), Receivables Purchase Agreement (TransDigm Group INC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. For purposes of this Section 3.20, the term “Applicable Law” includes FATCA.
Appears in 2 contracts
Samples: Credit Agreement (Tortoise Midstream Energy Fund, Inc.), Credit Agreement (Tortoise Energy Infrastructure Corp)
Payments Free of Taxes. Any Unless required by applicable Law (as determined in good faith by the applicable withholding agent), any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document to any Recipient shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as ; provided that if Borrower or other applicable withholding agent shall be required by Applicable Law. If Law to deduct any Applicable Law (as determined Taxes from or in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding respect of any Tax from sum paid or payable by Borrower to any such payment by a Withholding AgentRecipient under any of the Loan Documents, then (i) if the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Tax in accordance with Applicable Law and, if such Tax question is an Indemnified Tax or Other Tax, then the sum payable by the Borrower shall be increased as necessary so that after all such deduction required deductions or withholding has been made withholdings (including such deductions and or withholdings applicable to additional sums payable under this SectionSection 2.09) the applicable have been made, such Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) Borrower or other applicable withholding agent shall make such deductions or withholdings and (iii) Borrower or other applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.
Appears in 2 contracts
Samples: Loan Agreement (Stockbridge/Sbe Investment Company, LLC), Loan Agreement (Stockbridge/Sbe Investment Company, LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Joinder Agreement (RREEF Property Trust, Inc.), Joinder Agreement (RREEF Property Trust, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall to the extent permitted by applicable Laws be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Term Loan Agreement (Qep Resources, Inc.), Credit Agreement (Qep Resources, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.10) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (FS Investment Corp II), Loan and Servicing Agreement (FS KKR Capital Corp)
